Stabilisation period begins

March 28, 2014 02:19 ET | Source:OW Bunker A/S

COMPANY ANNOUNCEMENT
28 March 2014
No. 4/2014
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN
This announcement is not a prospectus but an advertisement and nothing herein
contains an offering of securities. No one should purchase or subscribe for any
securities in OW Bunker A/S ("OW Bunker" or the "Company") except on the basis
of information in the prospectus published by OW Bunker in connection with the
potential offering and admission of such securities to trading and official
listing on NASDAQ OMX Copenhagen A/S ("NASDAQ OMX Copenhagen").
Stabilisation period begins
With reference to announcement no. 3 dated 28 March 2014 regarding the result of
the offering and the admission to trading and official listing of shares in OW
Bunker A/S on NASDAQ OMX Copenhagen A/S, OW Bunker A/S has received notification
regarding the beginning of the stabilisation period from Morgan Stanley & Co.
International Plc acting as Stabilising Manager in the offering. Reference is
made to the attached announcement from Morgan Stanley & Co. International Plc.
For enquiries
For enquiries in relation to this announcement reference is made to Morgan
Stanley & Co. International Plc. The relevant contact details can be found in
the attached announcement.
About OW Bunker
OW Bunker is a leading global independent marine fuel (bunker) company founded
in Denmark in 1980 with operations in 29 countries, including the world's
busiest and most important ports. OW Bunker acts as a physical distributor as
well as reseller of marine fuel, and operates a global fleet of around 30 bunker
vessels. OW Bunker also provides advanced risk management solutions aimed at
controlling costs, minimizing risk and protecting against market fluctuations.
Read more on www.owbunker.com
Important notice
This document and the information contained herein are not for distribution or
release, directly or indirectly, in or into the United States of America
(including its territories and possessions, any state of the United States of
America and the District of Columbia) (the "United States"), Australia, Canada
or Japan. This communication does not constitute, or form part of, an offer to
sell, or a solicitation of an offer to purchase, any securities in the United
States, Australia, Canada or Japan or in any jurisdiction in which any offer or
solicitation would be unlawful. The securities of OW Bunker A/S have not been
and will not be registered under the U.S. Securities Act of 1933 (the
"Securities Act") and may not be offered or sold within the United States absent
registration or an applicable exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act.
This communication is not a prospectus for the purpose of directive 2003/71/EC
as amended (together with any applicable implementing measures in any member
State, the "Prospectus Directive"). The prospectus prepared pursuant to the
Prospectus Directive can be obtained from OW Bunker A/S' registered office and
website, with certain limitations. Investors should not purchase or otherwise
acquire any securities referred to in this communication except on the basis of
information contained in a prospectus.
In any EEA Member State, other than Denmark, that has implemented the Prospectus
Directive, this communication is only addressed to and is only directed at
qualified investors in that Member State within the meaning of the Prospectus
Directive.
This communication is only directed at (i) persons who are outside the United
Kingdom or (ii) to investment professionals falling within Article 19(5) of the
U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the "Order") or (iii) high net worth entities falling within Article 49(2)(a)
to (d) of the Order or (iv) other persons to whom it may lawfully be
communicated (the persons described in (i) through (iv) above together being
referred to as "relevant persons"). The securities are only available to, and
any invitation, offer or agreement to purchase or otherwise acquire such
securities will be engaged in only with, relevant persons. Any person who is not
a relevant person should not act or rely on this document or any of its
contents.
Stabilisation/FCA
The Joint Global Coordinators, Joint Bookrunners and the Co-Lead Manager and
their affiliates are acting exclusively for OW Bunker A/S and the selling
shareholders and no-one else in connection with the contemplated IPO. They will
not regard any other person as their respective clients in relation to the
contemplated IPO and will not be responsible to anyone other than OW Bunker A/S
and the selling shareholders for providing the protections afforded to their
respective clients, nor for providing advice in relation to the contemplated
IPO, the contents of this communication or any transaction, arrangement or other
matter referred to herein.
In connection with the contemplated IPO, the Joint Global Coordinators, the
Joint Bookrunners and the Co-Lead Manager and any of their affiliates, acting as
investors for their own accounts, may purchase shares and in that capacity may
retain, purchase, sell, offer to sell or otherwise deal for their own accounts
in such shares and other securities of OW Bunker A/S or related investments in
connection with the contemplated IPO or otherwise. Accordingly, references in
the prospectus to the shares being offered, acquired, placed or otherwise dealt
in should be read as including any offer to, acquisition, placing or dealing by,
such Joint Global Coordinators, the Joint Bookrunners and the Co-Lead Manager
and any of their affiliates acting as investors for their own accounts. The
Joint Global Coordinators, the Joint Bookrunners and the Co-Lead Manager do not
intend to disclose the extent of any such investment or transactions otherwise
than in accordance with any legal or regulatory obligations to do so.
Matters discussed in this communication may constitute forward-looking
statements. Forward-looking statements are statements (other than statements of
historical fact) relating to future events and anticipated or planned financial
and operational performance and can be identified by words such as "targets",
"believes", "expects", "aims", "intends", "plans", "seeks", "will", "may",
"might", "anticipates", "would", "could", "should", "continues", "estimate" or
similar expressions. The forward-looking statements in this communication are
based upon various assumptions, many of which are based, in turn, upon further
assumptions. Although OW Bunker A/S believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies and other important
factors which are difficult or impossible to predict and are beyond its control.
Such risks, uncertainties, contingencies and other important factors could cause
actual events to differ materially from the expectations expressed or implied in
this communication by such forward-looking statements.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice.
28 March 2014
OW BUNKER A/S (ticker: OW) (the "Company")
Pre-stabilisation Notice
Pursuant to Article 9(3) of Commission Regulation (EC) No. 2273/2003
implementing the Market Abuse Directive (2003/6/EC), Morgan Stanley & Co
International Plc (Martin Thorneycroft; Telephone: +44 (0)207 677 3553) hereby
gives notice that it and its affiliates may stabilise the offering of the
following securities.
+------------------------------------------------------------------------------+
|The securities: |
+---------------------------------------+--------------------------------------+
|Issuer: |OW BUNKER A/S |
+---------------------------------------+--------------------------------------+
|Securities: |Ordinary shares |
| |(ISIN DK0060548386) |
+---------------------------------------+--------------------------------------+
|Offering size: |19,047,362 shares |
+---------------------------------------+--------------------------------------+
|Offer price: |DKK 145 per share |
+---------------------------------------+--------------------------------------+
|Associated securities: |N/A |
+---------------------------------------+--------------------------------------+
|Stabilisation: |
+---------------------------------------+--------------------------------------+
|Stabilisation Manager: |Morgan Stanley & Co International Plc |
+---------------------------------------+--------------------------------------+
|Stabilisation period commences: |28 March 2014 |
+---------------------------------------+--------------------------------------+
|Stabilisation period ends: |25 April 2014 |
+---------------------------------------+--------------------------------------+
|Maximum size of over-allotment |2,877,794 shares |
|facility: | |
+---------------------------------------+--------------------------------------+
|Conditions of use of over-allotment |May be exercised in whole or in part |
|facility: |by the Stabilisation Manager, to the |
| |extent permitted by applicable law, at|
| |any time during the period |
| |commencing on 28 March and |
| |ending 30 calendar days thereafter |
+---------------------------------------+--------------------------------------+
|Greenshoe Option: |
+---------------------------------------+--------------------------------------+
|Exercise period: |30 calendar days |
+---------------------------------------+--------------------------------------+
|Conditions of use of greenshoe option: |May be exercised by the Stabilisation |
| |Manager in whole or in part from time |
| |to time to cover over-allotments in |
| |connection with the offering or |
| |stabilisation transactions |
+---------------------------------------+--------------------------------------+
In connection with this offering, the stabilising manager may over-allot the
securities or effect transactions with a view to supporting the market price of
the securities at a level higher than that which might otherwise prevail.
However, there is no assurance that any stabilisation will be undertaken and
that it may be discontinued at any time.
This announcement is for information purposes only and does not constitute an
invitation or offer to underwrite, subscribe for or otherwise acquire or dispose
of any securities of the Company in any jurisdiction.
The information contained in this announcement is restricted and is not for
release, publication or distribution in or into, the United States, Canada,
Australia or Japan. This announcement does not contain or constitute an offer to
sell or the solicitation of an offer to buy or subscribe for securities in the
United States, Canada, Australia, Japan or in any other jurisdiction where such
offer or solicitation is unlawful.
The offer and sale of the Ordinary Shares referred to herein have not been and
will not be registered under the US Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold within the United States
absent registration under the Securities Act or an exemption from registration.
There will be no public offer of the securities referred to herein in the United
States.
In addition, if and to the extent that this announcement is communicated in, or
the offer of the securities to which it relates is made in, any EEA Member State
that has implemented Directive 2003/71/EC (together with any applicable
implementing measures in any Member State, the "Prospectus Directive") before
the publication of a prospectus in relation to the securities which has been
approved by the competent authority in that Member State in accordance with the
Prospectus Directive (or which has been approved by a competent authority in
another Member State and notified to the competent authority in that Member
State in accordance with the Prospectus Directive), this announcement and the
Offer are only addressed to and directed at persons in that Member State who are
qualified investors within the meaning of the Prospectus Directive (or who are
other persons to whom the offer may lawfully be addressed) and must not be acted
on or relied on by other persons in that Member State.
[HUG#1772388]

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